-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hh43ux4Tg7kwifGfUZr6cqFZGzoInxRzTWx0PNbH9dzn4D/HvChn123S7QkX2M0+ LEbailiyzWtMSrvR5xaLVQ== 0000950172-03-003293.txt : 20031112 0000950172-03-003293.hdr.sgml : 20031112 20031112155024 ACCESSION NUMBER: 0000950172-03-003293 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANCO ITAU S A CENTRAL INDEX KEY: 0000833294 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PCA ALFREDO EGYDIO SE DOUZA ARANHA STREET 2: 100 TORRE CONCEICAO 121 ANDAR CEP 04344- CITY: SAO PALO BRAZIL STATE: D5 ZIP: 00000 MAIL ADDRESS: STREET 1: RUO BOA VISTA 185 STREET 2: CEP 01014-913 CITY: SAO PAULO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA ONLINE LATIN AMERICA INC CENTRAL INDEX KEY: 0001100395 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 650963212 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59485 FILM NUMBER: 03993897 BUSINESS ADDRESS: STREET 1: 6600 N ANDREWS AVE STREET 2: STE 500 CITY: FORT LAUDERDALE STATE: FL ZIP: 10013 BUSINESS PHONE: 9547720002 MAIL ADDRESS: STREET 1: 6600 N ANDREWS AVENUE STREET 2: SUITE 500 CITY: FORT LAUDERDALE STATE: FL ZIP: 10013 SC 13D/A 1 ny825261.txt SC 13D/A #10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* America Online Latin America, Inc. ---------------------------------- (Name of Issuer) Class A Common Stock, par value $0.01 per share ----------------------------------------------- (Title of Class of Securities) 02365B100 -------------- (CUSIP Number) Alfredo Egydio Setubal Banco Itau S.A. Rua Boa Vista, 185-8(0) andar 01014-913 - Sao Paulo-SP, Brazil 55-11-3247-5633 Copy to: Paul T. Schnell Skadden, Arps, Slate Meagher & Flom LLP Four Times Square New York, NY 10036 (212) 735-3000 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 24, 2003 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. Schedule 13D This Amendment No. 10 amends and supplements Item 5 and Item 6 of the Schedule 13D originally filed on August 22, 2000, by Banco Itau S.A., a Brazilian corporation (Sociedade Anonima) ("Itau"), Itau Bank, Ltd., a Cayman Limited Liability Company ("Itau Bank"), Itausa-Investimentos Itau, S.A., a Brazilian corporation (Sociedade Anonima) ("Itausa"), Companhia ESA, a Brazilian corporation (Sociedade Anonima) ("ESA"), and the shareholders of ESA, which include Maria de Lourdes Egydio Villela, Maria de Lourdes Arruda Villela, Ricardo Villela Marino, Rodolfo Villela Marino, Roberto Egydio Setubal ("Mr. Setubal"), Olavo Egydio Setubal, Olavo Egydio Setubal Junior, Alfredo Egydio Arruda Villela Filho, Ana Lucia de Mattos Barretto Villela, Alfredo Egydio Setubal, Jose Luiz Egydio Setubal, Maria Alice Setubal, Paulo Setubal Neto and Ricardo Egydio Setubal (collectively, the "ESA Shareholders" and, collectively with Itau, Itau Bank, Itausa and ESA, each a "Reporting Person" and, collectively, the "Reporting Persons") (as amended, the "Schedule 13D"). Unless specifically amended hereby, the disclosure set forth in the Schedule 13D, as amended and supplemented through Amendment No. 9, shall remain unchanged. Item 5. Interest in Securities of the Issuer. Item 5 is hereby supplemented as follows: As described in Item 6 of this Schedule 13D, the Shares are no longer subject to derivative securities transactions. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby supplemented as follows: On October 24, 2003, Itau Bank exercised its rights to accelerate the expiration dates with respect to all of the unexpired derivative securities transactions with Goldman Sachs International ("Goldman"), in accordance with the terms of the confirmations between Itau Bank and Goldman under a Master Agreement, dated as of August 22, 2000, between Itau Bank and Goldman. On October 24, 2003, Itau exercised its rights to accelerate the expiration dates with respect to all of the unexpired derivative securities transactions with UBS AG ("UBS"), in accordance with the terms of the confirmations entered between Itau and UBS under Master Agreement, dated as of October 23, 1997, between Itau and UBS. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 BANCO ITAU, S.A. By: *________________________ Name: Roberto Egydio Setubal Title: President and Chief Executive Officer By: *________________________ Name: Henri Penchas Title: Senior Vice-President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 ITAU BANK, LTD. By: *________________________ Name: Roberto Egydio Setubal Title: Director By: *________________________ Name: Henri Penchas Title: Director SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 ITAUSA - INVESTIMENTOS Itau, S.A. By: *________________________ Name: Olavo Egydio Setubal Title: President By: *________________________ Name: Henri Penchas Title: Executive Director SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 COMPANHIA ESA By: *________________________ Name: Olavo Egydio Setubal Title: President By: *________________________ Name: Maria de Lourdes Egydio Villela Title: Vice-President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 By: *________________________ Name: Roberto Egydio Setubal SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 By: *________________________ Name: Olavo Egydio Setubal SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 By: *__________________________ Name: Maria de Lourdes Egydio Villela SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 By: *_____________________________ Name: Alfredo Egydio Arruda Villela Filho SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 By: *_____________________________ Name: Ana Lucia de Mattos Barretto Villela SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 By: *__________________________ Name: Maria de Lourdes Arruda Villela SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 By: *________________________ Name: Ricardo Villela Marino SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 By: *________________________ Name: Rodolfo Villela Marino SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 By: *________________________ Name: Alfredo Egydio Setubal SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 By: *________________________ Name: Jose Luiz Egydio Setubal SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 By: *________________________ Name: Maria Alice Setubal SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 By: *________________________ Name: Olavo Egydio Setubal Junior SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 By: *________________________ Name: Paulo Setubal Neto SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 2003 By: *________________________ Name: Ricardo Egydio Setubal *By: /s/ Roberto Egydio Setubal Roberto Egydio Setubal, pursuant to a power of attorney, dated April 12, 2001, included in Amendment No. 3 to the Schedule 13D filed with the SEC on April 12, 2001. EXHIBIT INDEX Exhibit 1. Joint Filing Agreement, dated as of August 22, 2000, by and among Banco Itau S.A., Itau Bank, Ltd., Companhia ESA, Itausa - Investimentos Itau, S.A., Maria de Lourdes Egydio Villela, Maria de Lourdes Arruda Villela, Ricardo Villela Marino, Rodolfo Villela Marino, Roberto Egydio Setubal, Olavo Egydio Setubal, Olavo Egydio Setubal Junior, Alfredo Egydio Arruda Villela Filho, Ana Lucia de Mattos Barretto Villela, Alfredo Egydio Setubal, Jose Luiz Egydio Setubal, Maria Alice Setubal, Paulo Setubal Neto and Ricardo Egydio Setubal, incorporated by reference to Exhibit 1 to the Schedule 13D, filed with the Securities and Exchange Commission on August 22, 2000. Exhibit 2. Regulation S Stock Subscription Agreement, dated as of June 12, 2000, by and among Banco Itau S.A., Banco Banerj, S.A. and America Online Latin America, Inc., incorporated hereto by reference to Exhibit 10.14 to Amendment No. 6 to AOLA's Form S-1 Registration Statement (File No. 333-95051), filed with the Securities and Exchange Commission on June 16, 2000. Exhibit 3. Assignment Agreement (Contrato de Cessao de Direitos), dated as of August 8, 2000, by and among Banco Itau S.A., Banco Banerj, S.A. and Itau Bank, Ltd. and an English translation thereof, incorporated by reference to Exhibit 3 to the Schedule 13D, filed with the Securities and Exchange Commission on August 22, 2000. Exhibit 4. Registration Rights and Stockholders' Agreement, dated as of August 11, 2000, by and among Banco Itau S.A., Banco Banerj, S.A. and America Online Latin America, Inc., and, for certain limited purposes, America Online, Inc. and Riverview Media Corp., incorporated hereto by reference to Exhibit 10.15 to Amendment No. 6 to AOLA's Form S-1 Registration Statement (File No. 333-95051), filed with the Securities and Exchange Commission on June 16, 2000. Exhibit 5. Letter Agreement, dated as of August 6, 2000, from Roberto Egydio Setubal to Salomon Smith Barney, Inc., Donaldson, Lufkin & Jenrette Securities Corporation, Lehman Brothers Inc., Cazenove & Co. and Prudential Securities Incorporated, as Representatives of the Underwriters to America Online Latin America, Inc., in its initial public offering, incorporated by reference to Exhibit 5 to the Schedule 13D, filed with the Securities and Exchange Commission on August 22, 2000. Exhibit 6. Letter Agreement, dated as of August 6, 2000, from Banco Itau S.A. to Salomon Smith Barney, Inc., Donaldson, Lufkin & Jenrette Securities Corporation, Lehman Brothers Inc., Cazenove & Co. and Prudential Securities Incorporated, as Representatives of the Underwriters to America Online Latin America, Inc., in its initial public offering, incorporated by reference to Exhibit 6 to the Schedule 13D, filed with the Securities and Exchange Commission on August 22, 2000. Exhibit 7. Master Agreement, dated as of October 23, 1997, including the Schedule thereto, and confirmations between Banco Itau S.A. and UBS AG (the "UBS Repurchase Agreements"), incorporated by reference to Exhibit 7 to Amendment No. 1 to the Schedule 13D, filed with the Securities and Exchange Commission on September 12, 2000. Exhibit 8. Master Agreement, dated as of August 22, 2000, including the Schedule thereto, and confirmations between Itau Bank, Ltd. and Goldman Sachs International (the "Goldman Repurchase Agreements"), incorporated by reference to Exhibit 8 to Amendment No. 1 to the Schedule 13D, filed with the Securities and Exchange Commission on September 12, 2000. Exhibit 9. Stock Purchase Agreement, dated as of March 30, 2001, among Banco Itau S.A., America Online Latin America, Inc., America Online, Inc., Aspen Investments LLC and Atlantis Investments LLC, incorporated by reference to Exhibit 9 to Amendment No. 3 to the Schedule 13D, filed with the Securities and Exchange Commission on April 12, 2001. Exhibit 10. Amended and Restated Registration Rights and Stockholders Agreement, dated as of March 30, 2001, among Banco Itau S.A., America Online Latin America, Inc., America Online, Inc., Aspen Investments LLC and Atlantis Investments LLC, incorporated by reference to Exhibit 10 to Amendment No. 3 to the Schedule 13D, filed with the Securities and Exchange Commission on April 12, 2001. Exhibit 11. Confirmation between Banco Itau S.A. and UBS AG - London Branch, incorporated by reference to Exhibit 11 to Amendment No. 3 to the Schedule 13D, filed with the Securities and Exchange Commission on April 12, 2001. Exhibit 12. Confirmation between Banco Itau S.A. and UBS AG - London Branch, incorporated by reference to Exhibit 12 to Amendment No. 4 to the Schedule 13D, filed with the Securities and Exchange Commission on October 11, 2001.* Exhibit 13. Confirmation between Itau Bank, Ltd. and Goldman Sachs International, incorporated by reference to Exhibit 13 to Amendment No. 4 to the Schedule 13D, filed with the Securities and Exchange Commission on October 11, 2001.* Exhibit 14. Voting Agreement, by and among Banco Itau S.A., Banco Itau S.A. - Cayman Branch, Itau Bank, Ltd. and AOL Time Warner, Inc., dated as of March 8, 2002, incorporated by reference to Exhibit 14 to Amendment No. 5 to the Schedule 13D, filed with the Securities and Exchange Commission on March 21, 2002. Exhibit 15. Memorandum of Agreement by and among America Online Latin America, Inc., AOL Brasil Ltda. and Banco Itau S.A., dated as of December 14, 2002, incorporated by reference to Exhibit 15 to Amendment No. 9 to the Schedule 13D, filed with the Securities and Exchange Commission on December 31, 2002.* - -------- * Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----